Reseller Agreement Template: Pricing, Territory and IP Rights

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Written by AI Lawyer Editorial Team Editorial team

Reviewed by Helena Kozlova LinkedIn Legal Content Specialist, AI Lawyer · Reviewed July 2026

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Reseller Agreement

This Reseller Agreement (“Agreement”) is effective on [Date], by and between:

Provider: [Company Name], [Address].
Reseller: [Company Name], [Address].

1. Grant of Reseller Rights

Provider grants Reseller a [non-exclusive / exclusive] right to market and sell [Software/Services/Products] to end-users in [Territory].

2. Reseller’s Responsibilities

Promote and distribute the Provider’s offerings.
Provide first-level customer support.
Meet sales targets (if applicable).

3. Pricing and Payments

Reseller purchases at a discount or wholesale price [e.g., a certain % off list price].
Reseller may set its own resale price, subject to Provider’s guidelines (if any).
Payment terms: [e.g., Net 30 days after invoice].

4. Intellectual Property

Provider retains all IP rights to the Software/Services.
Reseller may use Provider’s trademarks in promotional materials as authorized.

5. Confidentiality

All proprietary information exchanged remains confidential. This obligation continues after termination.

6. Term and Termination

The initial term is [X months/years].
Either Party may terminate with [Notice Period, e.g., 30 days] or immediately for material breach.

7. Limitation of Liability

Define maximum liability and disclaimers (e.g., no liability for indirect or consequential damages).

8. Governing Law

This Agreement is governed by the laws of [State/Country]. Disputes shall be resolved [via arbitration or local court].

Signatures

Provider: ______________________________ Date: __________

Name/Title: ___________________________

Reseller: ______________________________ Date: __________

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Reseller Agreement Template: Pricing, Territory and IP Rights

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Reseller Agreement Template — quick answers

Reviewed July 2026 Free download, PDF & DOCX

What is a Reseller Agreement?

A reseller agreement is a formal contract between a supplier (or manufacturer) and a reseller that grants the reseller the right to market and sell the supplier’s products or services. It outlines the specific terms under which the reseller can operate, including pricing, territory, sales targets, and marketing guidelines. This agreement is designed to protect both parties’ interests while ensuring that the brand is represented consistently and professionally in the marketplace.

Why do you need a Reseller Agreement?

You need a reseller agreement to clearly define the business relationship between supplier and reseller, reducing the risk of misunderstandings or disputes. It establishes expectations for pricing, payment terms, product handling, and promotional activities, while also safeguarding the supplier’s intellectual property and brand reputation. For resellers, it provides clarity on what they can sell, where they can sell it, and the level of support they will receive from the supplier.

When should I use a Reseller Agreement?

Use a reseller agreement whenever you authorize another party to distribute, market, or sell your products or services. This includes situations where you want to expand market reach through third-party channels while maintaining control over brand standards and sales conditions. Whether the arrangement is exclusive or non-exclusive, a written agreement helps both parties operate with transparency and legal protection.

How to write a Reseller Agreement?

When drafting a reseller agreement, clearly identify the parties involved and describe the products or services being resold. Define the sales territory, pricing and payment structure, delivery terms, and minimum order requirements if applicable. Include clauses on marketing restrictions, intellectual property use, warranties, liability limitations, and dispute resolution. State the agreement’s duration, renewal options, and termination conditions. Finally, ensure both parties sign the document to make it legally binding.

Do I need a license to be a reseller?

It depends on your state and on what you sell. Often what people mean is a sales tax permit, which a reseller agreement does not replace. In California, for example, the CDTFA says a business selling taxable tangible goods in the state needs a seller's permit, and both wholesalers and retailers must apply. Since this template has the reseller buy at a wholesale price, the provider may ask for a resale certificate. Under CDTFA Publication 103, a seller that accepts a valid one in good faith and on time owes no tax on that sale. Software and services may be treated differently. The AI Lawyer version can also oblige the reseller to keep its tax registration current.

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